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20250603_CASH_Ringkasan Risalah//Risalah RUPS_31891195_lamp4.pdf
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SUMMARY OF MINUTES
ANNUAL GENERAL MEETING of SHAREHOLDERS (AGMS)
PT CASHLEZ WORLDWIDE INDONESIA Tbk
(“The Company”)
The Board of Directors of the Company hereby notifies that the Company has held the Annual
General Meeting of Shareholders (“AGMS”), as follow:
A. DAY/DATE, PLACE, TIME, AND AGMS AGENDA
Day/Date : Wednesday/28th May 2025
Time : 10.22 –11.53 Western Indonesian Time.
Place : Atria @Sudirman 5th floor, Jalan Jenderal Sudirman Kaveling
33A, Kelurahan Karet Tengsing, Kecamatan Tanah Abang, Jakarta Pusat
10220
AGMS Agenda :
1. Approval of the Annual Report and Ratification of the Company's Consolidated
Financial Statement, Approval of the Supervisory Report of the Board Commissioners
for the financial year ending on December 31st 2024, as well as granting full
settlement and release of responsibility (acquit et de charge) to the Board of Directors
for the management action of the Company and the Board Commissioners for the
Company's supervisory actions that have been carried out for the Fiscal Year 2024.
2. Determination the Company's Net Profit/Loss for the 2024 Fiscal Year.
3. Determination of Remuneration (salary/honorarium, facilities, allowances and other
benefits) for Financial Year 2025 then Tantiem/Bonus for Financial Year 2024 for the
member of Board of Directors and Board of Commissioners of the Company.
4. To authorize the Board of Commissioners to appoint a Public Accountant Firm to audit
the Company's Financial Statements for the Financial Year 2025.
5. Approval of the changes in the composition of the Company's Board of Directors.
6. Approval of the amendments to the Company's Articles of Association related to the
duties and authorities of the Company's Board of Directors.
7. Approval of the addition of the Company's business activity license in the Company's
Articles of Association with the provisions of the Central Bureau of Statistics
Regulation No. 2 of 2020 regarding the Indonesian Standard Business Classification
(Klasifikasi Baku Lapangan Usaha Indonesia/KBLI).
8. Approval of the determination of the Company's controlling shareholders.
9. Approval to extend the delegation and authorization with the right of substitution to the
Board of Commissioners of the Company for the issuance of shares and the adjustment
of issued and paid-up capital in the Company related to the Capital Increase without
Pre-emptive Rights as referred in Regulation No.14/POJK.04/2019 in the framework
of the Management and Employee Stock Option Program approved by the General
Meeting of Shareholders of the Company on May 31, 2024.
B. ATTENDENCE OF THE DIRECTORS AND BOARD OF COMMISIONERS OF
THE COMPANY AT AGMS
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Board of Commissioners :
President Commissioner : Surya Aseanto Putra
Commissioner : Niniek S Rahardja
Directors :
President Directors : Willy Chandry
C. CHAIRMAN OF THE AGMS
The AGMS was chaired by Surya Aseanto Putra as the President Commissioner of the
Company.
D. ATTENDENCE OF SHAREHOLDERS
The AGMS was attended by shareholders/proxies of shareholders representing a total of
964,138,511 (nine hundred sixty four million one hundred thirty eight thousand five hundred
eleven) shares or representing 67.37% (sixty seven point three seven percent) of the total
number of shares with valid voting rights owned by independent shareholders amounting to
1,431,125,517 (one billion four hundred thirty one million one hundred twenty five thousand
five hundred seventeen) shares.
.
E. OPPORTUNITY TO ASK QUESTIONS AND/OR EXPRESS OPINIONS
The shareholders/shareholders' proxies have been given the opportunity to raise questions
and/or opinions in each agenda item of the AGMS, and there were no
shareholders/shareholders' proxies who raised questions and/or opinions related to the
AGMS agenda.
F. MECHANISM OF DECISION MAKING AT AGMS
Whereas for the decision making in the AGMS, it is taken based on the principle of
deliberation to reach a consensus, if there are shareholders / proxies of shareholders who
disagree or vote blank or abstain, then the decision is taken through the calculation of votes
that have been submitted by shareholders through eASY.KSEI and votes given through
authorization to officers appointed by the Securities Administration Bureau of the Company,
namely PT SINARTAMA GUNITA, and by calculating the votes of shareholders present at
the AGMS. Quorum The resolutions adopted by voting are as follows:
- For the first to fifth Meeting agenda and the eighth and ninth Meeting agenda, the
Meeting can be held if attended by shareholders representing more than 1/2 (one-half) of
all shares with voting rights issued by the Company;
- For the sixth and seventh Meeting agenda, the Meeting can be held if attended by
shareholders representing at least 2/3 (two-thirds) of all shares with voting rights issued
by the Company.
G. THE RESULT OF AGMS DECISION
The results of the decision making in the AGMS are as follows:
Meeting Approve Question/
Reject Abstain Approve
Agenda Total Opinion
First 0 100 964.138.411 964.138.511 Nihil
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(100%)
964.138.411
Second 100 0 964.138.411 Nihil
(99,99%)
964.138.411
Third 100 0 964.138.411 Nihil
(99,99%)
964.138.511
Fourth 0 100 964.138.411 Nihil
(100%)
964.138.411
Fifth 100 0 964.138.411 Nihil
(99,99%)
964.138.411
Sixth 100 0 964.138.411 Nihil
(99,99%)
964.138.411
Seventh 100 0 964.138.411 Nihil
(99,99%)
964.138.411
Eighth 100 0 964.138.411 Nihil
(99,99%)
964.138.511
Ninth 0 100 964.138.411 Nihil
(100%)
H. RESOLUTION OF AGMS
1. First Agenda:
Approve and ratify the Company's Annual Report for the financial year ended 31
December 2024, including the Company's Activity Report, the Board of
Commissioners' Supervisory Report and the Financial Statements for the financial year
ended December 31, 2024, which have been audited by the Public Accounting Firm
Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan and Partners with report No.
00726/2.1133/AU.1 /05/1929-2/1/III/2025 dated March 27, 2025, with a fair opinion, as
well as granting full release and discharge (acquit et de charge) to the Board of
Directors and Board of Commissioners of the Company for their management and
supervisory actions in the financial year ended 31 December 2024 to the extent that
such actions are reflected in the Annual Report.
2. Second Agenda:
Approved and ratified the Company's net loss for the financial year 2024 amounting to
Rp.34,801,681,617, - (thirty-four billion eight hundred one million six hundred eighty-
one thousand six hundred seventeen Rupiah) and no dividend distribution for the
financial year 2024 because currently the Company is still experiencing losses.
3. Third Agenda:
1. Approved to authorize the Company's Board of Commissioners to determine the
salaries and benefits of members of the Company's Board of Directors, taking into
account the policies of the Company's Nomination and Remuneration Committee;
and
2. Approve and determine the total salary/honorarium for all members of the
Company's Board of Commissioners not exceeding Rp.1,000,000,000,- (one
billion Rupiah) per year, effective as of June 2, 2025 until the closing of the
Annual General Meeting of Shareholders (“AGMS”) in 2026 with due regard to
the considerations and recommendations of the Company's Nomination and
Remuneration Committee.
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4. Fourth Agenda:
1. Approved to authorize the Board of Commissioners with due observance of the
recommendations of the Audit Committee to appoint a Public Accountant Firm to
audit the Company's Financial Statements for the Financial Year 2025; and
2. To authorize the Board of Directors of the Company to determine the amount of
honorarium and other requirements related to the appointment of the Public
Accountant Firm in accordance with applicable regulations.
5. Fifth Agenda:
1. Approved to accept the resignation of Hendrik Adrianto as Director of the
Company and to release and discharge his responsibilities (acquit et de charge)
for all actions taken during his term of office as stated in the Company's books,
effective as of the closing of this Meeting.
2. Approved to appoint Oktavianus as Director of the Company effective as of the
closing of this Meeting for a term of office of 5 (five) years, namely until the
Closing of the AGMS in 2030, without prejudice to the right of the GMS to
dismiss him at any time.
3. Resolved that after the closing of this Meeting, the composition of the members of
the Board of Directors and the Board of Commissioners of the Company shall be
as follows:
BOARD OF COMMISSIONERS :
President Commissioner : Surya Aseanto Putra, with a term of office
until the closing of the AGMS in 2029.
Independent Commissioner : Niniek Rahardja, with a term of office until
the closing of the AGMS in 2027.
DIRECTORS :
President Director : Willy Chandry, with a term of office until
the closing of the AGMS in 2029.
Director : Oktavianus, with a term of office until the
closing of the AGMS in 2030.
4. To grant power and authority to the Board of Directors of the Company with the
right of substitution, to state the resolutions of this Meeting in separate deeds
made before a notary, to take all necessary actions related to the resolution on the
composition of the Company's management in this Meeting, and subsequently
notify the Minister of Law of the Republic of Indonesia, and to take all and any
necessary actions in accordance with the prevailing laws and regulations.
6. Sixth Agenda:
1. Approved to amend Article 12 Paragraph 6 on the Duties and Authorities of the
Board of Directors as follows:
- The President Director together with the Vice President Director (if any) or
the President Director together with a Director is entitled and authorized to
act for and on behalf of the Board of Directors and represent the Company.
- In the event that the President Director is absent or unable to attend for any
reason whatsoever, which need not be proven to a third party, then any other
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member of the Board of Directors shall be entitled and authorized for and on
behalf of the Board of Directors and represent the Company.
- In the event that the President Director and other members of the Board of
Directors are unable to attend for any reason whatsoever, which does not
need to be proven to a third party, the President Director and members of the
Board of Directors are entitled to appoint a party authorized without the right
of substitution to represent the Company.
2. To grant power and authority with the right of substitution to the Board of
Directors of the Company, to take all necessary actions in connection with the
above resolution, including to adopt this resolution and restate the contents of
Article 12 of the Company's Articles of Association in a separate deed made
before a Notary, and to notify the amendment to the Company's articles of
association to the competent authorities, and to take all necessary actions in
connection with the resolution in accordance with the prevailing laws and
regulations.
7. Seventh Agenda:
1. Approved the addition of the Company's business activities in the following
fields:
a. Payment System Support Operator (KBLI No. 66413);
b. Software Publishing (KBLI No. 58200);
c. Retail Trade of Telecommunication Equipment (KBLI No. 47414);
d. Retail Trade in Other Machinery and Equipment (KBLI No. 47793);
as disclosed in the Information Disclosure published by the Company on April 21,
2025 as last amended on May 26, 2025, and based on the feasibility study report
prepared by KJPP FDI&R in Report No. FDI.JKT/0009/LAP/B/SK/IV/2025
dated April 17, 2025;
2. Approve the amendment to Article 3 of the Company's Articles of Association to
adjust to the addition of business activities as referred to in point 1 above;
3. To grant power and authority with the right of substitution to the Board of
Directors of the Company, to take all necessary actions in connection with the
above resolution, including to adopt this resolution and restate the contents of
Article 3 of the Company's Articles of Association in a separate deed made before
a Notary, and to notify the amendment to the Company's articles of association to
the competent authorities, and to take all necessary actions in connection with the
resolution in accordance with the prevailing laws and regulations.
8. Eighth Agenda:
Approved to change and determine the controlling shareholder which was previously 2
(two) people, namely Tee Tedy Setiawan and Andri Wijono Sutiono to 1 (person),
namely Andri Wijono Sutiono based on the applicable laws and regulations in the
Capital Market sector.
9. Ninth Agenda:
Approved the granting of power and delegation of authority to the Company's Board of
Commissioners for the issuance of shares and the adjustment of the amendment to
Article 4 paragraph (2) of the Company's Articles of Association in connection with the
implementation of the capital increase through the mechanism of Capital Increase
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without Pre-emptive Rights (PMTHMETD) in the framework of the Management and
Employee Stock Option Program approved by the Company's General Meeting of
Shareholders on 31 May 2024.
Jakarta, 02 June 2025
PT CASHLEZ WORLDWIDE INDONESIA Tbk
Director
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H. RESOLUTION OF AGMS
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Minister of Law
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KJPP FDI
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